National Governors Association And
National Governors Association
Center For Best Practices
Consolidated Financial Report
...
Contents

Independent Auditor’s Report On The Financial Statements        1

Financial Statements

Consolidated Balance Sh...
Independent Auditor’s Report


The Executive Committee/Board of Directors
National Governors Association and National Gove...
National Governors Association And National Governors
 Association Center For Best Practices

Consolidated Balance Sheets
...
National Governors Association And National Governors
 Association Center For Best Practices

Consolidated Statement Of Ac...
National Governors Association And National Governors
 Association Center For Best Practices

Consolidated Statement Of Ac...
National Governors Association And National Governors
 Association Center For Best Practices

Consolidated Statements Of C...
National Governors Association And National Governors
 Association Center For Best Practices

Notes To Consolidated Financ...
National Governors Association And National Governors
 Association Center For Best Practices

Notes To Consolidated Financ...
National Governors Association And National Governors
 Association Center For Best Practices

Notes To Consolidated Financ...
National Governors Association And National Governors
 Association Center For Best Practices

Notes To Consolidated Financ...
National Governors Association And National Governors
 Association Center For Best Practices

Notes To Consolidated Financ...
National Governors Association And National Governors
 Association Center For Best Practices

Notes To Consolidated Financ...
National Governors Association And National Governors
 Association Center For Best Practices

Notes To Consolidated Financ...
National Governors Association And National Governors
 Association Center For Best Practices

Notes To Consolidated Financ...
National Governors Association And National Governors
 Association Center For Best Practices

Notes To Consolidated Financ...
National Governors Association And National Governors
 Association Center For Best Practices

Notes To Consolidated Financ...
Independent Auditor’s Report On The Supplementary Information


The Executive Committee/Board of Directors
National Govern...
National Governors Association And National Governors
 Association Center For Best Practices

Consolidating Balance Sheet
...
National Governors Association And National Governors
 Association Center For Best Practices

Consolidating Statement Of A...
National Governors Association And National Governors
 Association Center For Best Practices

Consolidating Statement Of A...
National Governors Association And National Governors
  Association Center For Best Practices

Consolidating Statement Of ...
National Governors Association And National Governors
 Association Center For Best Practices

Consolidating Statement Of C...
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Financial Statement Template

  1. 1. National Governors Association And National Governors Association Center For Best Practices Consolidated Financial Report June 30, 2009
  2. 2. Contents Independent Auditor’s Report On The Financial Statements 1 Financial Statements Consolidated Balance Sheets 2 Consolidated Statements Of Activities 3–4 Consolidated Statements Of Cash Flows 5 Notes To Consolidated Financial Statements 6 – 15 Independent Auditor’s Report On The Supplementary Information 16 Supplementary Information Consolidating Balance Sheet 17 Consolidating Statement Of Activities 18 – 20 Consolidating Statement Of Changes In Net Assets 21
  3. 3. Independent Auditor’s Report The Executive Committee/Board of Directors National Governors Association and National Governors Association Center for Best Practices Washington, D.C. We have audited the accompanying consolidated balance sheets of National Governors Association (NGA) and National Governors Association Center for Best Practices (NGA Center) as of June 30, 2009 and 2008, and the related consolidated statements of activities and cash flows for the years then ended. These financial statements are the responsibility of NGA’s and NGA Center’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of National Governors Association and National Governors Association Center for Best Practices as of June 30, 2009 and 2008, and the changes in their net assets and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards, we have also issued reports dated October 15, 2009, and October 20, 2008, on our consideration of NGA’s and NGA Center’s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of these reports is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audits. Vienna, Virginia October 15, 2009 McGladrey & Pullen, LLP is a member firm of RSM International, an affiliation of separate and independent legal entities. 1
  4. 4. National Governors Association And National Governors Association Center For Best Practices Consolidated Balance Sheets June 30, 2009 And 2008 Assets 2009 2008 Equity In Pooled Assets And Cash Equity in pooled assets $ 15,378,783 $ 16,088,831 Cash held for temporarily restricted program - 3,118,548 15,378,783 19,207,379 Pooled Assets Held For Others 7,657,581 7,341,906 Investments 14,360,627 17,253,009 Accounts Receivable, net 871,634 994,349 Prepaid Expense 2,312 77,976 Foundation Grant Promises To Give, net 2,896,250 4,618,995 Property And Equipment, net 644,023 737,318 $ 41,811,210 $ 50,230,932 Liabilities And Net Assets Liabilities Accounts payable and accrued expenses $ 1,235,455 $ 1,682,962 Pooled assets held for others 7,657,581 7,341,906 Deferred revenue 791,703 414,999 Deferred rent 227,968 21,029 9,912,707 9,460,896 Commitments And Contingencies (Notes 7 And 11) Net Assets Unrestricted: Operating funds NGA and NGA Center 4,836,079 4,476,602 NGA Center endowment 8,207,666 9,376,523 NGA endowment 6,519,532 8,047,418 19,563,277 21,900,543 Temporarily restricted net assets 12,335,226 18,869,493 31,898,503 40,770,036 $ 41,811,210 $ 50,230,932 See Notes To Consolidated Financial Statements. 2
  5. 5. National Governors Association And National Governors Association Center For Best Practices Consolidated Statement Of Activities Year Ended June 30, 2009 Unrestricted NGA And Center Center NGA Total Temporarily Operating Endowment Endowment Unrestricted Restricted Total Support and revenue: Member dues $ 5,525,708 $ - $ - $ 5,525,708 $ - $ 5,525,708 Federal grants and contracts 4,953,926 - - 4,953,926 - 4,953,926 Foundation grants and contracts 2,500 - - 2,500 2,859,864 2,862,364 Corporate fellows and other contributions 1,867,500 - - 1,867,500 545,000 2,412,500 Net (losses) gains on investments (237,934) (1,581,707) (1,655,980) (3,475,621) 129,348 (3,346,273) Interest and dividends 533,641 109,395 128,094 771,130 149,256 920,386 Employment/vocational training fees 505,850 - - 505,850 - 505,850 Registration fees 447,253 - - 447,253 - 447,253 Administrative service fees 171,800 - - 171,800 - 171,800 Other income 22,496 - - 22,496 - 22,496 Net assets released from restrictions 10,217,735 - - 10,217,735 (10,217,735) - Total support and revenue 24,010,475 (1,472,312) (1,527,886) 21,010,277 (6,534,267) 14,476,010 Expenses: Program services: Economic development and commerce committee 348,195 - - 348,195 - 348,195 Health and human services committee 479,202 - - 479,202 - 479,202 Education/early childhood and workforce committee 342,221 - - 342,221 - 342,221 Natural resources committee 334,195 - - 334,195 - 334,195 Federal relations 605,164 - - 605,164 - 605,164 Education division 6,388,466 - - 6,388,466 - 6,388,466 Social, economic and workforce programs division 2,051,601 - - 2,051,601 - 2,051,601 Employment and vocational training 476,181 - - 476,181 - 476,181 Health division 2,421,497 - - 2,421,497 - 2,421,497 Environment, energy, and natural resources division 1,876,792 - - 1,876,792 - 1,876,792 Homeland security and technology division 806,572 - - 806,572 - 806,572 Communications 617,157 - - 617,157 - 617,157 Management consulting and training 804,103 - - 804,103 - 804,103 Annual, winter, and other meetings 1,049,618 - - 1,049,618 - 1,049,618 Other 350,001 - - 350,001 - 350,001 Total program services 18,950,965 - - 18,950,965 - 18,950,965 Supporting services: Management and administration 4,015,265 - - 4,015,265 - 4,015,265 Fundraising 381,313 - - 381,313 - 381,313 Total supporting services 4,396,578 - - 4,396,578 - 4,396,578 Total expenses 23,347,543 - - 23,347,543 - 23,347,543 Change in net assets before allocations 662,932 (1,472,312) (1,527,886) (2,337,266) (6,534,267) (8,871,533) Unrestricted net asset allocations (303,455) 303,455 - - - - Change in net assets 359,477 (1,168,857) (1,527,886) (2,337,266) (6,534,267) (8,871,533) Net assets: Beginning 4,476,602 9,376,523 8,047,418 21,900,543 18,869,493 40,770,036 Ending $ 4,836,079 $ 8,207,666 $ 6,519,532 $ 19,563,277 $ 12,335,226 $ 31,898,503 See Notes To Consolidated Financial Statements. 3
  6. 6. National Governors Association And National Governors Association Center For Best Practices Consolidated Statement Of Activities Year Ended June 30, 2008 Unrestricted NGA And Center Center NGA Total Temporarily Operating Endowment Endowment Unrestricted Restricted Total Support and revenue: Member dues $ 5,525,708 $ - $ - $ 5,525,708 $ - $ 5,525,708 Federal grants and contracts 6,235,750 - - 6,235,750 - 6,235,750 Foundation grants and contracts - - - - 7,967,085 7,967,085 Corporate fellows and other contributions 1,545,000 12,500 - 1,557,500 455,000 2,012,500 Net gains (losses) on investments (22,789) (1,120,834) (1,122,425) (2,266,048) - (2,266,048) Interest and dividends 600,176 191,148 158,574 949,898 271,763 1,221,661 Employment/vocational training fees 527,000 - - 527,000 - 527,000 Registration fees 554,099 - - 554,099 - 554,099 Administrative service fees 254,796 - - 254,796 - 254,796 Other income 22,297 - - 22,297 - 22,297 Net assets released from restrictions 12,496,026 - - 12,496,026 (12,496,026) - Total support and revenue 27,738,063 (917,186) (963,851) 25,857,026 (3,802,178) 22,054,848 Expenses: Program services: Economic development and commerce committee 349,205 - - 349,205 - 349,205 Health and human services committee 374,176 - - 374,176 - 374,176 Education/early childhood and workforce committee 255,805 - - 255,805 - 255,805 Natural resources committee 196,047 - - 196,047 - 196,047 Federal relations 663,041 - - 663,041 - 663,041 Education division 7,644,596 - - 7,644,596 - 7,644,596 Social, economic and workforce programs division 2,187,607 - - 2,187,607 - 2,187,607 Employment and vocational training 485,247 - - 485,247 - 485,247 Health division 4,598,808 - - 4,598,808 - 4,598,808 Environment, energy, and natural resources division 1,566,028 - - 1,566,028 - 1,566,028 Homeland security and technology division 1,442,694 - - 1,442,694 - 1,442,694 Communications 701,718 - - 701,718 - 701,718 Management consulting and training 719,809 - - 719,809 - 719,809 Annual and winter meetings 1,356,038 - - 1,356,038 - 1,356,038 Other 632,751 - - 632,751 - 632,751 Total program services 23,173,570 - - 23,173,570 - 23,173,570 Supporting services: Management and administration 3,662,595 - - 3,662,595 - 3,662,595 Fundraising 338,814 - - 338,814 - 338,814 Total supporting services 4,001,409 - - 4,001,409 - 4,001,409 Total expenses 27,174,979 - - 27,174,979 - 27,174,979 Change in net assets before allocations 563,084 (917,186) (963,851) (1,317,953) (3,802,178) (5,120,131) Unrestricted net asset allocations (59,706) 59,900 - 194 (194) - Change in net assets 503,378 (857,286) (963,851) (1,317,759) (3,802,372) (5,120,131) Net assets: Beginning 3,973,224 10,233,809 9,011,269 23,218,302 22,671,865 45,890,167 Ending $ 4,476,602 $ 9,376,523 $ 8,047,418 $ 21,900,543 $ 18,869,493 $ 40,770,036 See Notes To Consolidated Financial Statements. 4
  7. 7. National Governors Association And National Governors Association Center For Best Practices Consolidated Statements Of Cash Flows Years Ended June 30, 2009 And 2008 2009 2008 Cash Flows From Operating Activities Change in net assets $ (8,871,533) $ (5,120,131) Adjustments to reconcile change in net assets to net cash used in operating activities: Net realized and unrealized loss on investments 3,193,037 2,243,114 (Decrease) in allowance for doubtful accounts (93,300) (341,900) Depreciation expense 190,802 248,314 Deferred rent 206,939 (14,908) Changes in assets and liabilities: (Increase) decrease in: Accounts receivable 216,015 (171,061) Prepaid expense 75,664 (77,976) Foundation grant promises to give 1,722,745 1,178,989 Increase (decrease) in: Accounts payable and accrued expenses (447,507) (277,368) Deferred revenue 376,704 (359,970) Net cash used in operating activities (3,430,434) (2,692,897) Cash Flows From Investing Activities Purchases of investments (12,013,307) (1,934,493) Proceeds from sales and maturities of investments 11,712,652 1,043,162 Purchases of property and equipment (97,507) (235,990) Net cash used in investing activities (398,162) (1,127,321) Net decrease in equity in pooled assets and cash (3,828,596) (3,820,218) Equity In Pooled Assets And Cash Beginning 19,207,379 23,027,597 Ending $ 15,378,783 $ 19,207,379 See Notes To Consolidated Financial Statements. 5
  8. 8. National Governors Association And National Governors Association Center For Best Practices Notes To Consolidated Financial Statements Note 1. Nature Of Activities And Significant Accounting Policies Nature of activities: National Governors Association (NGA) is an instrumentality of the states of the United States of America whose membership is restricted to the governors of the states, the Virgin Islands, Guam, American Samoa, the Commonwealth of Puerto Rico, and the Northern Mariana Islands. NGA’s purposes include: • Providing a medium for the exchange of views and experiences on subjects of general importance to the people of the United States; • Fostering interstate cooperation; • Promoting greater uniformity of state laws; • Attaining greater efficiency in state administration; • Facilitating and improving state-local and state-federal relationships; and • Vigorously representing the interests of the states in the federal system. National Governors Association Center for Best Practices (NGA Center) is a separately incorporated 501(c)(3) entity organized for the general purpose of establishing and maintaining a center for tracking, evaluating, and disseminating information on state innovations and best practices. The membership of NGA Center is the same as that of NGA, and the organizations operate under the oversight of common management. NGA Center’s Board of Directors is appointed by the NGA Chairman and Vice Chairman. A summary of NGA and NGA Center’s significant accounting policies follows: Principles of consolidation: The consolidated financial statements include the accounts of NGA and NGA Center. All material intercompany transactions and balances have been eliminated in the consolidation. Basis of accounting: The consolidated financial statements are prepared on the accrual basis of accounting, whereby, revenue is recognized when earned and expenses are recognized when incurred. Basis of presentation: The financial statement presentation follows the recommendations of the Financial Accounting Standards Board in its Statement of Financial Accounting Standards (SFAS) No. 117, Financial Statements of Not- for-Profit Organizations. Under SFAS No. 117, NGA and NGA Center are required to report information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. There were no permanently restricted net assets at June 30, 2009 and 2008. Equity in pooled assets: NGA and NGA Center participate, with other public interest organizations, in a common pool of cash and investments, recorded at fair value, to improve investment diversification and earnings. NGA is the fiscal agent for the pool, which had assets totaling $23,036,364 and $23,430,737 at June 30, 2009 and 2008, respectively. Assets held within the pool for the benefit of other participating public interest organizations are reported as a liability in “pooled assets held for others” in the consolidated balance sheets. Participants are permitted to borrow from the pool by creating an overdraft in their account and are charged interest on their borrowings. Investment income or expense, based on each participant’s ending balance, is allocated each month to the participants. 6
  9. 9. National Governors Association And National Governors Association Center For Best Practices Notes To Consolidated Financial Statements Note 1. Nature Of Activities And Significant Accounting Policies (Continued) Financial risk: NGA and NGA Center maintain their cash in bank deposit accounts which, at times, may exceed federally insured limits. NGA and NGA Center have not experienced any losses in such accounts. NGA and NGA Center believe they are not exposed to any significant financial risk on cash. NGA and NGA Center invest in a professionally managed portfolio that contains corporate debt securities, U.S. government securities, and equity securities. Such investments are exposed to various risks such as market and credit. Due to the level of risk associated with such investments, and the level of uncertainty related to changes in the value of such investments, it is at least reasonably possible that changes in risks in the near term would materially affect investment balances and the amounts reported in the financial statements. Investments: Investments in equity securities with readily determinable fair values and all investments in debt securities are reflected at fair market value. To adjust the carrying values of these securities, the unrealized gains and losses are recorded as investment income in the consolidated statement of activities. Receivables: Receivables are carried at original invoice amounts less an estimate made for doubtful receivables based on a review of all outstanding amounts on a quarterly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. The provision for doubtful accounts was $1,256,600 and $1,349,900 at June 30, 2009 and 2008, respectively. Foundation grant promises to give: Unconditional foundation grant promises to give are recognized as revenue in the period acknowledged. Conditional foundation grant promises to give are only recognized when the conditions on which they depend are substantially met. Unconditional foundation grant promises to give are carried at fair value less an estimate made for doubtful promises based on a review of all outstanding promises on a monthly basis. Management determines the allowance for doubtful promises to give by using the historical experience applied to an aging of promises. Promises to give are written off when deemed uncollectible. Recoveries of promises to give previously written off are recorded when received. The provision for doubtful promises to give was $200,000 at June 30, 2009 and 2008. Property and equipment: Property and equipment purchases are capitalized and depreciated on a straight-line basis over their estimated useful lives. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the lease term or the life of the asset. NGA capitalizes all property and equipment purchased with a cost of $1,000 or more. NGA Center does not purchase any property or equipment. Valuation of long-lived assets: NGA and NGA Center account for the valuation of long-lived assets under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reportable at the lower of the carrying amount or fair value, less costs to sell. 7
  10. 10. National Governors Association And National Governors Association Center For Best Practices Notes To Consolidated Financial Statements Note 1. Nature Of Activities And Significant Accounting Policies (Continued) Support and revenue: Grants and contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support, depending on the existence and/or nature of any donor restrictions. All donor- restricted support is reported as an increase in temporarily or permanently restricted net assets, depending on the nature of the restriction. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statements of activities as net assets released from restrictions. Private grants are generally recognized as contributions. Conditional contributions are recorded when the conditions have been met. NGA Center also receives grants and contracts from various federal agencies for various purposes. Grant and contract award funds not yet received are accrued to the extent unreimbursed expenses have been incurred for the purposes specified by an approved grant. Member dues revenue is deferred and recognized ratably over the period of related membership. Functional allocation of expenses: The costs of providing various programs and support activities have been summarized on a functional basis in the consolidated statements of activities. Accordingly, certain costs have been allocated among the programs and support services benefited. Income taxes: The Internal Revenue Service (IRS) has determined that NGA is not subject to federal income taxes as it is deemed to be an instrumentality of the states of the United States of America. NGA Center is exempt from income tax under the provisions of Internal Revenue Code (IRC) Section 501(c)(3) and the applicable income tax regulations of the District of Columbia, except on net income from unrelated activities. No provision for income taxes was required as of June 30, 2009 and 2008, since NGA Center had no unrelated business income. Use of estimates: The preparation of these financial statements requires management to make certain estimates and assumptions. These estimates and assumptions may affect reported amounts and disclosures in the financial statements. Actual results could differ from these estimates. Recent and upcoming accounting pronouncements: In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No.109, Accounting for Income Taxes. FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return. If there are changes in net assets as a result of the application of FIN 48, these will be accounted for as an adjustment to the opening balance of net assets. Additional disclosures about the amounts of such liabilities will be required also. NGA and NGA Center presently discloses or recognizes income tax positions based on management’s estimate of whether it is reasonably possible or probable, respectively, that a liability has been incurred for unrecognized income tax benefits by applying FASB Statement No. 5, Accounting for Contingencies. NGA and NGA Center has elected to defer the application of Interpretation 48 in accordance with FASB Staff Position FIN 48-3. This FSP defers the effective date of Interpretation 48 for nonpublic enterprises included within its scope to the annual financial statements for fiscal years beginning after December 15, 2008. NGA and NGA Center will be required to adopt FIN 48 for its 2010 annual financial statements. NGA and NGA Center is in the process of determining the impact of FIN 48 on its financial statements. 8
  11. 11. National Governors Association And National Governors Association Center For Best Practices Notes To Consolidated Financial Statements Note 1. Nature Of Activities And Significant Accounting Policies (Continued) Subsequent events: NGA and NGA Center evaluated subsequent events for potential required disclosures through October 15, 2009, which is the date the financial statements were available to be issued. Note 2. Equity In Pooled Assets NGA and NGA Center participate in a common pool of cash and investments. At June 30, 2009 and 2008, NGA and NGA Center’s equity in pooled assets consists of the following: 2009 2008 Mutual funds $ 17,196,009 $ 15,687,182 Corporate debt securities 1,891,279 2,465,480 Government debt securities 1,602,244 2,149,583 Cash 1,529,512 3,055,766 Money market funds 768,154 11,536 Accrued interest 49,166 61,190 23,036,364 23,430,737 Less pooled assets held for others (7,657,581) (7,341,906) $ 15,378,783 $ 16,088,831 For the years ended June 30, 2009 and 2008, net investment income earned by NGA and NGA Center on equity in pooled assets consists of the following: 2009 2008 Interest and dividends $ 619,751 $ 590,550 Net realized/unrealized loss (153,241) (22,933) $ 466,510 $ 567,617 Investment revenue allocated to other participating public interest organizations, and therefore not recognized in the consolidated statements of activities, was $187,601 and $299,155 for the years ended June 30, 2009 and 2008, respectively. Investment income from pooled assets is reported as net of investment management fees, which were approximately $79,700 and $67,500 for 2009 and 2008, respectively. 9
  12. 12. National Governors Association And National Governors Association Center For Best Practices Notes To Consolidated Financial Statements Note 3. Investments At June 30, 2009 and 2008, investments consist of the following: 2009 2008 Corporate equity securities $ 9,210,041 $ 11,716,429 Government debt securities 2,591,100 2,711,663 Corporate debt securities 2,035,143 2,296,615 Money market funds 398,533 528,302 International debt securities 125,810 - $ 14,360,627 $ 17,253,009 For the years ended June 30, 2009 and 2008, investment income consists of the following: 2009 2008 Net realized and unrealized loss $ (3,193,037) $ (2,243,114) Interest and dividends 419,970 500,455 Management fees (119,336) (151,101) $ (2,892,403) $ (1,893,760) Note 4. Accounts Receivable At June 30, 2009 and 2008, accounts receivable consist of the following: 2009 2008 State dues $ 1,256,600 $ 1,349,900 Grants and contracts 649,569 963,043 Tenant improvement allowance 215,530 - Other 6,535 31,306 2,128,234 2,344,249 Less allowance for doubtful accounts (1,256,600) (1,349,900) $ 871,634 $ 994,349 Note 5. Foundation Grant Promises To Give Foundation grant promises to give are recorded as revenue when received. At June 30, 2009 and 2008, foundation grant promises to give are as follows: 2009 2008 Receivable in one year or less $ 2,810,385 $ 3,144,676 Receivable in one to five years 285,865 1,741,050 3,096,250 4,885,726 Less discount to present value - (66,731) Less allowance for doubtful accounts (200,000) (200,000) $ 2,896,250 $ 4,618,995 10
  13. 13. National Governors Association And National Governors Association Center For Best Practices Notes To Consolidated Financial Statements Note 6. Property And Equipment Property and equipment and accumulated depreciation at June 30, 2009 and 2008, and depreciation expense for the years then ended, are as follows: 2009 Estimated Accumulated Depreciation Asset Category Lives Cost Depreciation Net Expense Leasehold improvements Various $ 764,850 $ 394,567 $ 370,283 $ 80,275 Computer equipment 3 years 834,734 647,824 186,910 89,359 Furniture and equipment 5 years 558,735 471,905 86,830 21,168 $ 2,158,319 $ 1,514,296 $ 644,023 $ 190,802 2008 Estimated Accumulated Depreciation Asset Category Lives Cost Depreciation Net Expense Leasehold improvements Various $ 757,040 $ 314,292 $ 442,748 $ 79,342 Computer equipment 3 years 838,062 650,446 187,616 124,779 Furniture and equipment 5 years 563,858 456,904 106,954 44,193 $ 2,158,960 $ 1,421,642 $ 737,318 $ 248,314 Note 7. Lease Commitment Office facilities for NGA and NGA Center are leased from State Services Organization (SSO), a related party, under a noncancelable operating lease agreement that expires in January 2014. Rental payments are comprised of a base rental rate plus annual escalations, real estate taxes, and building operating costs. Future minimum lease payments under this office lease at June 30, 2009, are as follows: Years ending June 30, 2010 $ 1,009,719 2011 1,029,913 2012 1,050,511 2013 1,071,669 2014 632,401 $ 4,794,213 Rental expense was approximately $1,164,200 and $1,084,200 for the years ended June 30, 2009 and 2008, respectively. 11
  14. 14. National Governors Association And National Governors Association Center For Best Practices Notes To Consolidated Financial Statements Note 8. Net Assets Unrestricted designations: The NGA Center endowment represents unrestricted contributions that are used to support NGA Center’s activities. The NGA endowment represents unrestricted funds related to royalties previously received from the selling of ingots and medals. The Executive Committee of NGA has designated that interest earned on the NGA endowment fund may be allocated to support the operations of NGA and NGA Center. NGA Center’s Board of Directors has designated that funds raised for NGA Center through the Corporate Fellows program be used to support the general operations of NGA Center. In addition, interest earned from board designated funds may be allocated annually to support NGA Center operations. Revenue and expenses not otherwise classified in NGA Center or NGA endowment funds are presented within the operating funds. In August 2008, FASB issued FASB Staff Position (FSP) No. FAS 117-1, Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act, and Enhanced Disclosures for All Endowment Funds. FSP No. FAS 117-1 addresses accounting issues related to guidelines in the Uniform Prudent Management of Institutional Funds Act of 2006 (UPMIFA), which was adopted by the National Conferences of Commissioners on Uniform State Laws in July 2006. NGA and NGA Center has adopted FSP No. FAS 117-1 for the year ended June 30, 2009. Management has interpreted UPMIFA as requiring the preservation of the fair value of board designated net assets. In accordance with UPMIFA, NGA and NGA Center considers the following factors in making a determination to appropriate board restricted net assets: • The purposes of NGA and NGA Center’s endowment funds • The duration and preservation of the funds • General economic conditions • The possible effect of inflation and deflation • The expected total return from income and the appreciation of investments • Other available financial resources • Investment policies Endowment funds are invested to provide for a total return consisting of growth, and dividend and interest income. Endowment funds are invested in a portfolio consisting of a mix of equity securities, mutual funds, bonds, and cash equivalents, which may reflect varying rates of return. NGA and NGA Center’s endowment funds consist of the following at June 30, 2009: Unrestricted NGA Center endowment $ 8,207,666 NGA endowment 6,519,532 $ 14,727,198 The NGA Center endowment net assets consist of the following at June 30, 2009: Investments $ 7,844,391 Equity in pooled assets 363,275 $ 8,207,666 12
  15. 15. National Governors Association And National Governors Association Center For Best Practices Notes To Consolidated Financial Statements Note 8. Net Assets (Continued) The NGA endowment net assets consist of the following at June 30, 2009: Investments $ 6,516,235 Equity in pooled assets 3,297 $ 6,519,532 Temporarily restricted: At June 30, temporarily restricted net assets consist of foundation and corporate contributions, and are available for the following purposes: Balance At Balance At June 30, 2008 Additions Releases June 30, 2009 Education division $ 13,320,353 $ 1,863,205 $ (6,551,021) $ 8,632,537 Social, economic and workforce programs division 2,844,734 505,443 (1,697,187) 1,652,990 Health division 1,526,344 784,820 (1,122,898) 1,188,266 Environment, energy, and natural resources division 708,062 - (391,629) 316,433 Homeland security and technology division 15,000 (15,000) - - Corporate Fellows 455,000 545,000 (455,000) 545,000 $ 18,869,493 $ 3,683,468 $ (10,217,735) $ 12,335,226 Balance At Additions/ Balance At June 30, 2007 Transfers Releases June 30, 2008 Education division $ 16,290,114 $ 4,755,352 $ (7,725,113) $ 13,320,353 Social, economic and workforce programs division 2,361,629 2,300,574 (1,817,469) 2,844,734 Health division 3,497,175 683,605 (2,654,436) 1,526,344 Environment, energy, and natural resources division 257,947 499,123 (49,008) 708,062 Homeland security and technology division 15,000 - - 15,000 Corporate Fellows 250,000 455,000 (250,000) 455,000 $ 22,671,865 $ 8,693,654 $ (12,496,026) $ 18,869,493 Note 9. Administrative Services Pursuant to service agreements, NGA provides certain other public interest organizations with administrative and supporting services. NGA is reimbursed for such services based on a negotiated fee. Fees for such services amounted to $171,800 and $254,800 for the years ended June 30, 2009 and 2008, respectively. Note 10. Benefit Plan NGA participates in a defined contribution 457 plan (the Plan) which covers substantially all its employees. Participants may elect to have up to the IRS 457 limit of their compensation contributed on a pre-tax basis to the Plan. NGA makes a matching contribution of amounts contributed by participants up to 5% of each participant’s compensation, and an annual contribution to the Plan of 5% of each participant’s compensation. Pension costs approximated $699,000 and $650,700 for the years ended June 30, 2009 and 2008, respectively. 13
  16. 16. National Governors Association And National Governors Association Center For Best Practices Notes To Consolidated Financial Statements Note 11. Commitments NGA Center participates in a number of federally assisted grant programs and contracts which are subject to financial and compliance audits by the federal government or its representative. As such, there exists a contingent liability for potential questioned costs that may result from such an audit. Management does not anticipate any significant adjustments as a result of such an audit. NGA has contracted for hotel space for its 2010 and 2011 meetings. In the event NGA cancels or reduces its contracted room nights, NGA may be liable for cancellation fees and liquidating damages for rooms that the hotel will not be able to resell. Note 12. Fair Value Measurements Effective July 1, 2007, NGA and NGA Center adopted SFAS No. 157, Fair Value Measurements, issued by FASB. SFAS No. 157 defines fair value of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Inputs are broadly defined under SFAS No. 157 as assumptions market participants would use in pricing as asset or liability. The three levels of the fair value hierarchy under SFAS No. 157 are described below: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. In determining the appropriate levels, NGA and NGA Center performs a detailed analysis of the assets and liabilities that are subject to SFAS 157. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The following table represents NGA and NGA Center’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis at June 30, 2009: As of June 30, 2009 Quoted Prices in Significant Significant Active Markets For Other Observable Unobservable Identical Assets Inputs Inputs Level 1 Level 2 Level 3 Total Mutual funds $ 17,196,009 $ - $ - $ 17,196,009 Corporate equity securities 9,210,041 - - 9,210,041 Money market funds 1,166,687 - - 1,166,687 Government debt securities - 4,193,344 - 4,193,344 Corporate debt securities - 3,926,422 - 3,926,422 International debt securities - 125,810 - 125,810 $ 27,572,737 $ 8,245,576 $ - $ 35,818,313 14
  17. 17. National Governors Association And National Governors Association Center For Best Practices Notes To Consolidated Financial Statements Note 12. Fair Value Measurements (Continued) Mutual funds, money market funds, and corporate equity securities included in Level 1 securities are actively traded and fair market values for identical assets are readily obtainable. Government debt securities, corporate debt securities, and international debt securities included in Level 2 securities are not actively traded and fair market values for similar assets are readily obtainable. 15
  18. 18. Independent Auditor’s Report On The Supplementary Information The Executive Committee/Board of Directors National Governors Association and National Governors Association Center for Best Practices Washington, D.C. Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The consolidating information which follows is presented for purposes of additional analysis of the basic consolidated financial statements, rather than to present the financial position and changes in net assets of the individual entities. Such information has been subjected to auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the consolidated basic financial statements taken as a whole. Vienna, Virginia October 15, 2009 McGladrey & Pullen, LLP is a member firm of RSM International, an affiliation of separate and independent legal entities. 16
  19. 19. National Governors Association And National Governors Association Center For Best Practices Consolidating Balance Sheet June 30, 2009 National Governors National Association Governors Center for Consolidated Assets Association Best Practices Totals Equity In Pooled Assets $ 4,927,458 $ 10,451,325 $ 15,378,783 Pooled Assets Held For Others 7,657,581 - 7,657,581 Investments 6,516,236 7,844,391 14,360,627 Accounts Receivable, net 218,148 653,486 871,634 Prepaid Expenses - 2,312 2,312 Foundation Grant Promises To Give, net - 2,896,250 2,896,250 Property And Equipment, net 644,023 - 644,023 $ 19,963,446 $ 21,847,764 $ 41,811,210 Liabilities And Net Assets Liabilities Accounts payable and accrued expenses $ 881,177 $ 354,278 $ 1,235,455 Pooled assets held for others 7,657,581 - 7,657,581 Deferred revenue 767,888 23,815 791,703 Deferred rent benefit 227,968 - 227,968 9,534,614 378,093 9,912,707 Net Assets Unrestricted: Operating funds NGA and NGA Center 3,909,300 926,779 4,836,079 NGA Center endowment - 8,207,666 8,207,666 NGA endowment 6,519,532 - 6,519,532 Temporarily restricted net assets - 12,335,226 12,335,226 10,428,832 21,469,671 31,898,503 $ 19,963,446 $ 21,847,764 $ 41,811,210 17
  20. 20. National Governors Association And National Governors Association Center For Best Practices Consolidating Statement Of Activities Year Ended June 30, 2009 National Governors National Association Governors Center for Consolidated Association Best Practices Totals Revenue: Member dues $ 5,525,708 $ - $ 5,525,708 Federal grants and contracts - 4,953,926 4,953,926 Foundation grants and contracts - 2,862,364 2,862,364 Corporate fellows and other contributions - 2,412,500 2,412,500 Net losses on investments (1,769,790) (1,576,483) (3,346,273) Interest and dividends 334,329 586,057 920,386 Employment/vocational training fees - 505,850 505,850 Registration fees 368,570 78,683 447,253 Administrative service fees 59,699 112,101 171,800 Other income 14,548 7,948 22,496 Total revenue 4,533,064 9,942,946 14,476,010 Expenses: Economic development and commerce committee: Salaries and employee benefits 280,801 - 280,801 Other direct costs 67,394 - 67,394 348,195 - 348,195 Health and human services committee: Salaries and employee benefits 395,274 - 395,274 Other direct costs 83,928 - 83,928 479,202 - 479,202 Education/early childhood and workforce committee: Salaries and employee benefits 278,959 - 278,959 Other direct costs 63,262 - 63,262 342,221 - 342,221 Natural resources committee: Salaries and employee benefits 276,397 - 276,397 Other direct costs 57,798 - 57,798 334,195 - 334,195 Federal relations: Salaries and employee benefits 470,667 - 470,667 Other direct costs 134,497 - 134,497 605,164 - 605,164 (Continued) 18
  21. 21. National Governors Association And National Governors Association Center For Best Practices Consolidating Statement Of Activities (Continued) Year Ended June 30, 2009 National Governors National Association Governors Center for Consolidated Association Best Practices Totals Education division: Salaries and employee benefits $ - $ 1,263,883 $ 1,263,883 Other direct costs - 5,124,583 5,124,583 - 6,388,466 6,388,466 Social, economic, and workforce programs division: Salaries and employee benefits - 970,918 970,918 Other direct costs - 1,080,683 1,080,683 - 2,051,601 2,051,601 Employment and vocational training: Salaries and employee benefits - 165,746 165,746 Other direct costs - 310,435 310,435 - 476,181 476,181 Health division: Salaries and employee benefits - 950,635 950,635 Other direct costs - 1,470,862 1,470,862 - 2,421,497 2,421,497 Environment, energy, and natural resources division: Salaries and employee benefits - 747,607 747,607 Other direct costs - 1,129,185 1,129,185 - 1,876,792 1,876,792 Homeland security and technology division: Salaries and employee benefits - 446,382 446,382 Other direct costs - 360,190 360,190 - 806,572 806,572 Communications: Salaries and employee benefits 280,993 108,086 389,079 Other direct costs 207,162 20,916 228,078 488,155 129,002 617,157 Management consulting and training: Salaries and employee benefits 459,412 - 459,412 Other direct costs 344,691 - 344,691 804,103 - 804,103 Annual, winter, and other meetings: Salaries and employee benefits 321,353 - 321,353 Other direct costs 728,265 - 728,265 1,049,618 - 1,049,618 (Continued) 19
  22. 22. National Governors Association And National Governors Association Center For Best Practices Consolidating Statement Of Activities (Continued) Year Ended June 30, 2009 National Governors National Association Governors Center for Consolidated Association Best Practices Totals Other cost centers: Salaries and employee benefits $ 11,315 $ 30,524 $ 41,839 Other direct costs 230,472 77,690 308,162 241,787 108,214 350,001 Management and administration: Salaries and employee benefits 892,796 1,964,299 2,857,095 Other direct costs 586,848 571,322 1,158,170 1,479,644 2,535,621 4,015,265 Fundraising: Salaries and employee benefits - 239,570 239,570 Other direct costs - 141,743 141,743 - 381,313 381,313 Total expenses 6,172,284 17,175,259 23,347,543 Change in net assets before allocation (1,639,220) (7,232,313) (8,871,533) Unrestricted net asset allocations 267,525 (267,525) - Change in net assets (1,371,695) (7,499,838) (8,871,533) Net assets: Beginning 11,800,527 28,969,509 40,770,036 Ending $ 10,428,832 $ 21,469,671 $ 31,898,503 20
  23. 23. National Governors Association And National Governors Association Center For Best Practices Consolidating Statement Of Changes In Net Assets Years Ended June 30, 2009 And 2008 National Governors Association National Governors Association Center For Best Practices Operating NGA Operating Center Temporarily Consolidated Fund Endowment Total Fund Endowment Restricted Total Total Balance, June 30, 2007 $ 3,249,729 $ 9,011,269 $ 12,260,998 $ 723,495 $ 10,233,809 $ 22,671,865 $ 33,629,169 $ 45,890,167 Change in net assets before transfers 239,480 (963,851) (724,371) 323,604 (917,186) (3,802,178) (4,395,760) (5,120,131) Unrestricted net asset allocations 263,900 - 263,900 (323,606) 59,900 (194) (263,900) - Change in net assets 503,380 (963,851) (460,471) (2) (857,286) (3,802,372) (4,659,660) (5,120,131) Balance, June 30, 2008 3,753,109 8,047,418 11,800,527 723,493 9,376,523 18,869,493 28,969,509 40,770,036 Change in net assets before transfers (111,334) (1,527,886) (1,639,220) 774,266 (1,472,312) (6,534,267) (7,232,313) (8,871,533) Unrestricted net asset allocations 267,525 - 267,525 (570,980) 303,455 - (267,525) - Change in net assets 156,191 (1,527,886) (1,371,695) 203,286 (1,168,857) (6,534,267) (7,499,838) (8,871,533) Balance, June 30, 2009 $ 3,909,300 $ 6,519,532 $ 10,428,832 $ 926,779 $ 8,207,666 $ 12,335,226 $ 21,469,671 $ 31,898,503 21

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